We have audited the accompanying standalone financial statements of UNISTARMUTIMEDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March31, 2024, thej Statement of Profit and Loss (including Other Comprehensive Income),the Statement of Changes in Equity and the Statement of Cash Flows for the year endedon that date and notes to the standalone financial statements including a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanationsgiven to us. the aforesaid standalone financial statements give the information requiredby the Companies Act, 2013 (“the Act”) in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules, 20IS. asamended, (“Ind AS”) and other accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2024 and its profit (including othercomprehensive income), changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (“SA"s) specified under section 143(10) of the Companies Act,2013. Our responsibilities under those Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (“ICAI”) together with theethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities m accordance with these requirementsand the ICAlfs Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
Key Audit Matters
Key audit matters arc those matters that, in our professional judgment, were of mostsignificance in our audit of the standalone financial statements of the cm^tjd^eriod.These matters were addressed in the context of our audit of the sum^p^AAi^^fc^lstatements as a whole, and in forming our opinion thereon, and w^Jw^r^Fpr^S^^
separate opi lion on these matters. We have determined the matters described below tobe the key audit matters to be communicated in our report.
Revenue recognition:
Th
e key audit matters
How our audit addressed the keyaudit matter
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al business of the Companyf IT consulting and Otherlomestic market. Revenue iswhen the service isWe identified revenueas a key audit matterthe Company and itsrs focus on revenue as a keyc indicator.
In view of the significance of the matterwe applied the following auditprocedures in this area, among othersto obtain sufficient appropriate auditevidence:
1. Wc assessed the appropriateness ofthe revenue recognition accountingpolicies by comparing withapplicable accounting standards.
2. We evaluated the design of keycontrols and operating effectivenessof the relevant key controls withrespect to revenue recognition on alltransactions.
3. We performed substantive testing byselecting samples of revenuetransactions, recorded during theyear by testing the underlyingdocuments using statisticalsampling.
4. We carried out analytical procedureson revenue recognised during theyear to identify unusual variances.
5. Wc tested, on a sample basis,revenue transactions recordedbefore and after the financial year
end date to determine whether therevenue had been recognised in theappropriate financial period.
Litigations, orovisions and contingencies
b key audit matters
The Compwhen it haor construevent, it isresources cwill be reqand a reliathe amoidisclosuremade whobligationmay probaresources,a presenlikelihoodremote, ncmade. Weprovisionsaudit matCompanyestimatesarising oijudgementprovisionsthe future
any recognises a provisions a present obligation (legalrtive) as a result of a pastprobable that an outflow ofmbodying economic benefitsured to settle the obligationblc estimate can be made ofnt of the obligation. Afor contingent liabilities isere there is a possibleor a present obligation thatsly not require an outflow ofWhen there is a possible ort obligation where theof outflow of resources isprovision or disclosure ishave identified litigations,and contingencies as a keykn because it requires theto make judgements andin relation to the exposureit of litigations. The keylies in the estimation ofwhere they may differ fromobligations.
1. We tested the effectiveness of keycontrols around the recording andassessment of litigations, provisionsand contingent liabilities.
2. We obtained Company's assessmentof the open cases, if any, andcompared the same to theassessment of subject matterexperts, wherever necessary, toassess the reasonableness of theprovision or contingency.
3. We considered the adequacy of theCompany's disclosures made inrelation to related provisions andcontingencies in the financialstatements.
____
Information Other than the Financial Statements and Auditor’s ReportThereon:
The Company's management and Board of Directors are responsible for thepreparation of the other information. The other information comprises theinformation included in the Management Discussion and Analysis, Board’s Reportincluding Annexure to Board’s Report, Business Responsibility Report, CorporateGovernance and Shareholder’s Information, but does not include the standalonefinancial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connec ion with our audit of the standalone financial statements, ourresponsibility is to read the other information and, in doing so, consider whether theother in fori lation is materially inconsistent with the standalone financial statementsor our knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If, based cn the work we have performed, we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to 'eport in this regard. '
Management’s Responsibility for the Standalone Financial Statements:
1 he Company’s management and Board of Directors are responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act ) with respect to thopreparation of these standalone financial statements that give a true and fair view ofthe financial position, financial performance including other comprehensive income,changes in equity and cash flows of the Company in accordance with the IndianAccounting Standards (Ind AS) prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015, as amended and otheraccounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and thedesign, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the standalone-financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible forassessing tlte Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financialreporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance; but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are consideredmaterial if. individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these standalonefinancial statements.
As pari of ah audit in accordance with SAs, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
• Identify arid assess the risks of material misstatement of the standalone financialstatements, whether due to fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one as
fraud may involve collusion, forgery, intentional oniissioii^^^TTr^^^.s^iops, orthe override of internal control. ((.•{ /%
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•Obtain ai understanding of internal financial controls relevant to the audit inorder to d sign audit procedures that are appropriate in the circumstances. Undersection l4d(d)(i) of the Act. wc arc also responsible for expressing our opinion onwhether t ic Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis°1 accounting and, bused on the audit evidence obtained, whether a materialuncertainly exists related to events or conditions that may cast significant doubton the Company’s ability to continue as a going concern, [f wc conclude that amaterial i ncertainty exists, we are required to draw attention in our auditor'sreport to t ic related disclosures in the standalone financial statements or, if suchdisclosure> are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor’s report. However, futureevents O! conditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the standalonefinancial :statements, including the disclosures, and whether the standalonefinancial statements represent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat, individually or in aggregate, makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope ofour audit work and in evaluating the results of our work; and (ii) to evaluate theeffect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among othermatters, the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control that we identify during ouraudit.
Wc also provide those charged with governance with a statement that we havecomplied wi h relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may reasonably bethought to bdar on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determinethose matters that were of most significance in the audit of the standalone financialstatements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law or regulation precludespublic disclosure about the matter or when, in extremely rare \vt
determine that a matter should not be communicated in our \tid
11 oSt /P I
advcisc consequences of doing so would reasonably be expected to outweigh thepublic interest benefits of such communication.
Report on Other Legal and Regulatory Requirements:
1. As required by Section 143(3) of the Act, based on our audit wc report that:
a) We have sought and obtained all the information and explanations which tothe best ol our knowledge and belief were necessary for the purposes of ouraudit.
b) In our opinion, proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books.
c) Hie Balance Sheet, the Statement of Profit and Loss including OtherComprehensive Income, Statement of Changes in Equity and the Statementol Cash Flow dealt with by this Report are in agreement with the books ofaccount maintained for the purpose of preparation of these standalonefinancial statements.
d) In opr opinion, the aforesaid standalone financial statement complies withthe Indian Accounting Standards specified under section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014.
c) On the basis of the written representations received from the directors of theCompany as on March 31, 2024 taken on record by the Board of Directors,none of the directors is disqualified as on March 31, 2024 from beingappointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls,refer to our separate Report in “Anncxure A”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of theCompany’s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report inaccordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to theexplanations given to us, the remuneration paid by the Company to itsdirectors during the year is in accordance with the provisions of section 197of the Act.
h) with respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended, in our opinion and to the best of our information and accordingto the explanations given to us: J
1. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements.
The Company has made Provision, as required under the applicable lawor accounting standards, for material foreseeable losses, if any, onlong-term contracts including derivative contracts.
in. There has been no delay in transferring amounts, required to betransferred, to the Investor Education and Protection Fund by theCompany.
a. The management has represented that, to the best of its knowledgeand belief, no funds have been advanced or loaned or invested (eithertroni borrowed funds or share premium or any other sources or kindot funds) by the Company to or in any other person or entity,including foreign entities (' Intermediaries"), with the understandingwhether recorded in writing or otherwise, that the intermediary shall,whether, directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the( ompany ("Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries.
b. The management has represented that, to the best of its knowledgeand belief, no funds have been received by the Company from anyperson or entity, including foreign entities ("Funding Parties"), withthe understanding, whether recorded in writing or otherwise, thatthe Company shall, whether, directly or indirectly, lend or invest inuthei persons or entities identified in any manner whatsoever by oron behalf of the Funded party ("Ultimate Beneficiaries") or provideany guarantee, security or the like on behalf of the UltimateBeneficiaries; and
c. Based on such audit procedures performed that have beenconsidered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain anymaterial misstatement.
v. 1 he company has not declared or paid any dividend during the year ina cordance with section 123 of the Companies Act, 2013. Hence thisc a use is not applicable.
vi. As the proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 isapplicable for the company w.e.f. April 1, 2024, reporting onmaintaining ol audit trail under Rulell 1(g) of Companies (Audit andAuditors) Rules, 2014 under this clause is hot applicable.
2. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”)issued by (lie Central (Sovcmment of India in terms of section 143(11) of theAct, we give in the Annexure B a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
For N. C. RUPAWALA & CO.
Chartered Accountants $
Firm Reg. No.: 125757W --
1 t: \Us(
Nehal C. Rupawala l\2£\ ciida-t /PH
Partner ^ ^\bURAT/^ )i
M. No.: 118029 '
UDIN: 24118029BKANHO8715 Ý
Date: 26/11/2024Place: Surat